Terms & Conditions

Fraunhofer USA

Fraunhofer Terms & Conditions --  Terms of Purchase

GENERAL

Time-Cancellation
Time is of the essence. Buyer reserves the right to cancel this Order, or part thereof, and to reject delivery of goods or performance of work if such delivery or performance is not completed in accordance with the specifications provided herein. Seller shall be charged for loss sustained by reason of such delay or failure, excepting delay for reasons beyond its reasonable control. 

Change Notices
Seller or Contractor agrees that the quality, quantity or nature of goods to be delivered hereunder or of work to be performed hereunder shall not be changed except by Change Notices signed and issued by an authorized representative of Buyer. 

Set-Off
Any indebtedness of Seller to Buyer may, at Buyer’s option, be credited against amounts owing by Buyer hereunder.

Compliance
Seller shall comply with all applicable laws, orders, rules and regulations applicable to the goods to be delivered or to the performance of work hereunder, including without limitation, those concerning non-discrimination in employment, including without limitation, the equal opportunity clause of Sec. 202 Executive Order 11246 of September 24, 1965, as amended, and environmental protection, health and safety laws and regulations.

Indemnity
Seller shall indemnify and save harmless and defend Buyer, its subsidiaries, division and affiliates, and their directors, officers, employees and agents from and against any and all claims, demands, actions, causes of action, losses, damages, liability and costs (including reasonable attorneys’ fees, taxes, penalties and interest) (collectively, “Claims”), of any nature whatsoever, for loss of or damage to property (whether same be that of third persons or of either of the parties hereto) and for injury to or death of persons (whether they be third persons or employees of Buyer, Seller, any subcontractor or material men) in any manner arising out of incident to the sale and delivery of goods or the performance of work hereunder, or the presence on or about Buyer’s premises of personnel of Seller, except for loss, damage or injury caused solely by an act of negligence by Buyer. 

Assignment
 Seller shall not assign this Order in whole or part without the prior written consent of Buyer.

Acceptance
This Order expressly limits acceptance to the terms stated herein, and any additional or different terms proposed by Seller or Contractor are invalid and of no force and effect expressly assented to in writing by Buyer.

TERMS APPLICABLE TO PURCHASE OF GOODS

Delivery
If title to the goods purchased hereunder passes at the shipping point and if Seller fails to ship in the manner or route directed by Buyer, Seller shall reimburse Buyer for any loss or additional expense resulting therefrom.

Quality
Seller warrants that the goods delivered hereunder shall conform to the description and specifications stated herein, that such goods will be of merchantable quality, and that such goods will be fit for the use intended by Buyer. Seller, at Buyer’s option and without prejudice to any other rights Buyer may have, shall remedy any defective goods or reimburse Buyer for its costs of remedying or of replacing any defective goods. All goods delivered hereunder are subject to inspection on behalf of Buyer before, upon and within a reasonable time after delivery. No goods shall be replaced without Buyer’s prior written instructions. 

Federal Acquisition Regulations
To the extent this Order is placed under or in connection with a contract between Buyer and the US  Federal Government, the applicable provisions of the Federal Acquisition Requisition (FAR) in their version in effect as of the date this order is placed are incorporated herein by reference with the same force and effect as if set forth herein. 

Price Warranty
Seller warrants that the price(s) for the goods sold and delivered hereunder is not less favorable than those currently extended to any other purchaser for the same or like goods in equal or less quantities. In the event Seller reduces its price for such goods during the term of this Order, Seller shall correspondingly reduce the price(s) applicable to goods supplied under this Order after the effective date of that price reduction. Seller further warrants that the price(s) charged hereunder is in compliance with all applicable laws, rules and regulations. 

Patents, Trade Secrets and Confidential Information
Seller shall indemnify and save harmless and defend buyer, its subsidiaries, divisions and affiliates, in any suit, claim or demand alleging infringement of any patent and/or misappropriation of confidential information or trade secrets asserted anywhere in the world, based upon the manufacture, sale or use of the goods, machinery or equipment sold and supplied hereunder.  

TERMS APPLICABLE TO PERFORMANCE OF WORK

Performance 
Seller shall make prior inspection of the premises upon which any work is to be done hereunder, shall become familiar with all conditions thereon and shall be deemed to have made such inspections at the time Seller commences work. Seller shall perform all work hereunder in a good workmanlike, efficient and safe manner, shall supply all necessary labor, material, tools and equipment and shall conform to accepted standards of service and to the specifications and any drawings that are part of the contract documents. Seller shall in all respects remain an independent contractor, Buyer being only interested in the results of the work performed. 

Health, Safety and Environmental Protection
Prior to commencement of the work hereunder, Buyer shall advise Seller, of its rules and regulations governing the conduct of contractors, their employees, agents and subcontractors, including but not limited to those relating to safety, health and environmental protection. Seller shall comply with and shall cause its employees, agents and subcontractors to comply with such rules and regulations in performance of the work hereunder and Seller shall similarly comply with and cause compliance with all applicable governmental laws, orders, rules, regulations and ordinances relating to the work to be performed hereunder, including but not limited to those relating to fire and occupational safety and health and environmental protection. Buyer shall not be required to police Seller’s compliance with any of such safety, health or environmental laws, orders, rules, regulations and ordinances.

Seller shall notify Buyer’s representative of any notices, warnings or asserted violations issued by any governmental agency relative to the work being performed or performed hereunder, and Seller shall immediately report to Buyer’s representative any governmental inspections, and the results thereof, relative to the work being performed hereunder. In addition, Seller shall inform Buyer’s representatives of the status of all injuries involving the administration of professional medical treatment, as defined by OSHA.

Permits
Seller shall obtain, pay for and comply with all permits and licenses required for the performance of the work hereunder.

Liens
Seller shall indemnify and save harmless and defend Buyer, its subsidiaries, divisions and affiliates, from and against any and all Claims which Buyer may sustain by reason of any liens or other encumbrances arising from the performance of the work or the furnishing of materials hereunder. As security therefor, Buyer shall retain, to the extent permitted by applicable law, a portion of amounts due hereunder and may require from Seller at any time a statement of payments made to, and payments due or to become due to, subcontractors and material men and waivers of liens from them as a condition precedent to the making of any payment to Seller hereunder. Seller hereby waives its rights to any such lien. 

Completion
Upon completion of the work hereunder, and after final inspection and approval thereof by Buyer’s representative, Seller shall submit to Buyer its invoice, together with all required guarantees, permits and certificates, and Releases of Lien in form satisfactory to Buyer, and proof of payment of any applicable sales or use taxes, showing that all charges, including those for labor and materials, relative to the work performed have been fully paid.

Warranty
Seller warrants the work performed hereunder for a period on one (1) year after completion and shall repair or replace at its own cost any defects which are discovered during such period. Seller shall pass on to Buyer all third party warranties, which shall not relieve Seller of its warranty hereunder.

Insurance
Seller, from the time of commencement to the time of completion of the work hereunder, shall obtain and maintain in effect, with insurance companies satisfactory to the Buyer:

1.) Worker’s Compensation Insurance, with limits of coverage as prescribed by applicable law;

2.)  Employer’s Liability Insurance, with limits of coverage reasonably acceptable to Buyer;

3.) General Liability Insurance, including Contractual Liability, insurance with limits of not less than $500,000 for bodily

injury, sickness or death in any one occurrence and $1,000,000 for loss of or damage to property for any one occurrence;

4.) Automobile Liability Insurance with limits no less than $500,000 per person/$1,000,000 per accident for bodily injury

liability and $100,000 per accident for property damage liability.

Under all such policies, Buyer shall be named as an insured, and such policies shall be endorsed to provide that such insurance companies shall not have any right of subrogation against Buyer.

Social Security and Wage Tax Liability
With respect to all persons at any time employed by or on the payroll of Seller or performing any work directly or indirectly hereunder, Seller accepts full and exclusive liability for the payment of all contributions or taxes for unemployment insurance and old age retirement and other benefits, pensions or annuities, and wage or income taxes, now or hereafter imposed by the United States and any state or political subdivision thereof, however the same may be measured.  Seller shall furnish Buyer such payroll and employment information as Buyer may require to show compliance with this section.  If Buyer shall be required by law to pay any contribution, tax or penalty because of Seller’s failure to perform hereunder, Seller shall immediately reimburse Buyer for the entire amount so paid.